Panavision Inc – ‘S-1’ on 7/17/98 – EX-24.4

As of:  Friday, 7/17/98   ·   Accession #:  889812-98-1768   ·   File #:  333-59363

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Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement                               150    905K 
 2: EX-4.1      Indenture                                            124    482K 
 3: EX-4.2      Supplemental Indenture                                 4     22K 
 4: EX-10.13    Registration Agreement                                27     70K 
 5: EX-12.1     Computation of Ratio of Earnings to Fixed Charges      2     13K 
 6: EX-23.1     Consent of Ernst & Young LLP                           1      7K 
 7: EX-23.2     Consent of Coopers & Lybrand                           1      7K 
 8: EX-24.1     Power of Attorney                                      1      8K 
 9: EX-24.2     Power of Attorney                                      1      8K 
10: EX-24.3     Power of Attorney                                      1      8K 
11: EX-24.4     Power of Attorney                                      1      8K 
12: EX-24.5     Power of Attorney                                      1      8K 
13: EX-24.6     Power of Attorney                                      1      8K 
14: EX-24.7     Power of Attorney                                      1      8K 
15: EX-25.1     Form T-1                                               5     23K 
16: EX-99.1     Letter of Transmittal                                 10     52K 
17: EX-99.2     Notice of Guaranteed Delivery                          3     15K 
18: EX-99.3     B/D Letter                                             2     12K 
19: EX-99.4     Client Letter                                          2     14K 

EX-24.4   —   Power of Attorney

EX-24.4
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POWER OF ATTORNEY 

               KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Jeffrey J. Marcketta, Christopher M.R.         
Phillips, Glenn P. Dickes and Joram C. Salig or any of them, each acting alone, 
his true and lawful attorney-in-fact and agent, with full power of              
substitution, for him and in his name, place and stead, in any and all          
capacities, in connection with the Panavision Inc. (the "Corporation")          
Registration Statement on Form S-1 or Form S- 4, as applicable (the             
"Registration Statement") under the Securities Act of 1933, as amended (the     
"Securities Act"), including, without limiting the generality of the fore       
going, to sign the Registration Statement in the name and on behalf of the      
Corpo ration or on behalf of the undersigned as a director or officer of the    
Corporation, to sign any amendments and supplements relating thereto (including 
post-effective amendments) under the Securities Act and to sign any instrument, 
contract, docu ment or other writing of or in connection with the Registration  
Statement and any amendments and supplements thereto (including post-effective  
amendments) and to file the same, with all exhibits thereto, and other          
documents in connection therewith, including this power of attorney, with the   
Securities and Exchange Commission and any applicable securities exchange or    
securities self-regulatory body, granting unto said attorneys-in-fact and       
agents, each acting alone, full power and authority to do and perform each and  
every act and thing requisite and necessary to be done in and about the         
premises, as fully to all intents and purposes as he might or could do in       
person, hereby ratifying and confirming all that said attorneys-in-fact and     
agents, each acting alone, or his substitute or substitutes, may lawfully do or 
cause to be done by virtue hereof.                                              

                IN WITNESS HEREOF, the undersigned has signed these presents
this 17th day of July, 1998.                                                    

                                  /s/ William C. Scott
                                  --------------------------
                            William C. Scott